8-K

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               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549




                            FORM 8-K


                         CURRENT REPORT



             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934



                 Date of Report:  July 15, 1994




                         U S WEST, INC.


A Colorado       Commission File      IRS Employer Identification
Corporation      Number 1-8611        No. 84-0926774


        7800 East Orchard Road, Englewood, Colorado 80111


                 Telephone Number (303) 793-6500









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Item 7.  Exhibits

     99    Press release entitled "U S WEST Plans to Acquire
           Atlanta Cable Systems, Furthering its Strategy to
           Provide Interactive Multimedia Networks" issued on
           July 15, 1994.












































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                            SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.


                                    U S WEST, Inc.

                                    /s/ STEPHEN E. BRILZ

                                    By __________________________
                                       Stephen E. Brilz
                                       Senior Attorney and
                                       Assistant Secretary

Dated:  July 15, 1994

EX-99

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EXHIBIT 99

U S WEST MULTIMEDIA COMMUNICATIONS, INC.
9785 MAROON CIRCLE SUITE 400
ENGLEWOOD, COLORADO  80112


NEWS RELEASE                            U S WEST MULTIMEDIA GROUP


RELEASE DATE:    JULY 15, 1994

CONTACT:         STEVE LANG:      303-754-5441
                 DICK MACKNIGHT:  303-793-6559


         U S WEST PLANS TO ACQUIRE ATLANTA CABLE SYSTEMS,
               FURTHERING ITS STRATEGY TO PROVIDE
                 INTERACTIVE MULTIMEDIA NETWORKS

            -Continues geographic expansion begun with
               Time Warner Entertainment alliance-

  -Telecommunications opportunities are attractive immediately-

  -Premier cable properties serve 65 percent of subscribers in
             Atlanta -- America's ninth largest MSA-

     DENVER -- U S WEST today said it has reached a definitive
agreement to acquire two of the nation's premier cable television
systems, Wometco and Georgia Cable Television, which together
serve about 466,000 households in metropolitan Atlanta.

     The purchase will include Access Telecommunications
Interconnect, which provides competitive telephone services to
business customers in the Atlanta area, and Cable Advertising of
Metro Atlanta, an advertising insertion business.

     "We're excited by this opportunity because it builds on the
strategy we began when we entered the cable market in the U.K. in
1988.  Since then, we've learned a lot about broadband networks,
which encouraged us to start upgrading the phone network in our
14 states and enter into a strategic alliance with Time Warner. 
The Atlanta properties strengthen our commitment to build local
networks that can carry movies, games, shopping and information
services, in addition to cable TV and phone calls," said Richard
D. McCormick, chairman and CEO of U S WEST.

     "Customers in Georgia will benefit from our
telecommunications expertise and from the entertainment and
programming expertise of Time Warner Entertainment as we enhance
the networks in the Atlanta area."

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     The transaction will be worth $1.2 billion.  U S WEST common
stock will be used for a merger with Wometco; cash and assumption
of debt will be used to acquire the assets of the GCTV
partnership.  This equates to 11.1 times annualized fourth-
quarter 1994 system cash flows after adjustment for both of the
recent cable re-regulation actions by the Federal Communications
Commission.

     The Wometco and GCTV systems are exceptional for several
reasons:

     o Atlanta is one of the nation's most attractive markets. 
It's America's ninth-largest metropolitan statistical area and
was the third-fastest-growing major MSA in the U.S. between 1980
and 1990.

     o The systems are unique because they are highly clustered,
providing service to about 65 percent of the cable subscribers in
the Atlanta MSA.

     o Access Telecommunications has more than 400 route miles of
fiber in its existing network, which provides telephone access
services to businesses and provides immediate and superior
opportunities for competitive voice and data telecommunications
services.

     o Cable Advertising of Metro Atlanta is a fast-growing
advertising insertion business that has more than doubled its
audience reach in recent years.  In addition, it operates an
advertising interconnect system for most of the other cable
companies in the Atlanta area.

     The systems will be operated by members of the existing
management team and selected U S WEST personnel, and will utilize
appropriate infrastructure and support services of the Time
Warner Cable group.

     "We intend to seize scale and scope advantages across all
U S WEST and Time Warner properties, including purchasing,
programming, business systems, research, network design, service
deployment and standards development," said Tom Pardun, president
of the U S WEST Multimedia Group.

     "In addition, we intend to employ the expertise of our
!NTERPRISE Networking Services Group in data networking to the
Atlanta market and we intend to provide our Atlanta customers
with the interactive applications being developed by the U S WEST
Marketing Resources Group," Pardun said.





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     The acquisition of the Atlanta systems enhances a series of
strategic moves made by U S WEST during the past two years.  In
1992, the company committed itself to becoming a provider of
integrated, interactive multimedia networks in selected local
markets worldwide.  In February 1993, U S WEST said it would
upgrade its networks in 14 western states to carry interactive
video, information and communications services.  And in May 1993
the company announced a strategic alliance with Time Warner to
build Full Service Networks in areas served by Time Warner Cable.
(See list of milestones, attached.)

     U S WEST is in the connections business, helping customers
share information, communications and entertainment services in
local markets worldwide.

                               ###





































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                  INTERACTIVE NETWORK MILESTONES


November 1988  U S WEST enters the U.K. cable market with
               acquisition of a minority interest in Cable
               London.

December 1991  U S WEST and Tele-Communications, Inc., merge
               their properties into a joint venture in the U.K.
               to offer cable and phone service.  TeleWest now
               has 252,000 cable customers and 182,000 phone
               lines in 16 owned and operated franchises and 8
               affiliated franchises.

June 1992      U S WEST, TCI and AT&T start trial -- called
               VCTV for Viewer-controlled Cable Television --
               to test the market for video on demand.

January 1993   Time Warner announces that it will test its Full
               Service Network in Orlando, Fla.

February 1993  U S WEST becomes the first American phone company
               to announce upgrades for its networks that will
               allow for interactive video, information and
               communications services.  Trial site -- Omaha --
               announced in April.

May 1993       U S WEST announces it will invest $2.5 billion for
               a 25.51 percent interest in Time Warner
               Entertainment to speed development of Full Service
               Networks in areas served by Time Warner Cable.
               This is the first -- and to date only -- such
               domestic collaboration between the industries.

July 1994      U S WEST commits to acquire Atlanta cable
               properties.